ASSOCIATIONS INCORPORATION ACT 1981

AUSTRALIAN TURKISH BUSINESS COUNCIL INCORPORATION

CONSTITUTION

•  NAME

The name of the Incorporate Association is:

AUSTRALIAN TURKISH BUSINESS COUNCIL INCORPORATION

ABN: 50 116 105 692

The address of the Association is ;

Address: PO. BOX. 586 COBURG VIC 3058

Phone: 0437 310 466 – 0413 850 357

Fax: (03) 8300 8668

Email: info@atbc.org.au

Web: www.atbc.org.au

•  INTERPRETATION

2.1 In these Rules unless the contrary intention appears “General Meting” means a general meeting of members convened in accordance with Rule 11.

“Member” means a member of the

“Ordinary Member of the committee” means a member of the committee who is not an officer of the Association under Rule 21.

“The Act” means the Associations Incorporation Act 1981 .

“The Regulations” means Regulations under the Act.

2.2 In these Rules, a reference to the Secretary of an Association is a reference

•  where a person holds office under these Rules as Secretary of the Association.

•  in any other case to the Public Officer of the Association.

2.3 Words or expressions contained in these Rules shall be interpreted in accordance with the interpretation of Legislation Act 1984 and Act as in force time to time.

•  STATEMENT OF PURPOSES

The Association is a non-political and not for profit organisation whose purposes are:

•  To afford to its members all the usual privileges, advantages, conveniences and accommodation of an Association.

•  To engage lecturers, demonstrators, engineers or assistance of any kind, professional or otherwise, and to remunerate any person or member for services rendered to the Association furtherance of its objects.

•  To promote the interests of the Turkish Business Owners & Professionals in Australia and to provide a means of social interaction between persons of the said community.

•  To consider and discuss all questions affecting the interests of the A.T.B.C. Inc.

•  To render voluntary and grant funding aid and guidance to new arrivals and disadvantaged groups or persons of the said community.

•  To establish sections, district or local branches and trade or other sections of the Association in any part of Victoria or in the Commonwealth of Australia with such limited powers and authorities and subject to such supervision and control by the Association as it may deem expedient.

•  To promote closer liaison between the A.T.B.C. Inc. members and other businesses generally together with Government agencies and departments and overseas organisations.

•  To construct and equip building to carry out services to the Turkish Business & Professional Community.

•  To purchase, take on lease, or in exchange, hire or otherwise acquire any real or personal property and any rights and privileges necessary or convenient for the purposes of the Association.

•  To erect, alter and maintain any buildings required for the purpose of the Association.

•  To sell, improve, manage, develop, lease, mortgage, dispose of, turn to account, or otherwise deal with all or any part of the property of the Association.

•  To borrow, raise project funds by subscriptions, grants and donations for the purpose of the Association upon such terms and on such securities as may be determined.

•  To engage professional assistance of any kind, and to remunerate any person for services rendered or to be rendered in or about the formation or promotion of the Association or the conduct of its affairs.

•  To print and publish ant newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects, and to appropriate any profits derived therefrom for the benefit of the Association in such manner as may from time to time be determined.

•  To apply and acquire licences for the benefit of the said community.

•  Promote the export of Australian natural resources; agricultural and manufactured products; professional services and intellectual property.

•  Encourage bilateral trade between Australia , Turkey and Turkey ’s associates.

•  Facilitate the matching of exporters with importers through our bilateral associations.

•  Negotiate on behalf of Australian/Turkish business to ensure Government trade policy and bilateral agreements are directed at fostering Australia - Turkey trade.

•  Communicate all matters relating to trade opportunities and developments to our members.

4. BENEFITS

The Association will continually strive to provide member’s with benefits and not limited to those listed below;

•  Free listing on the Assoiciations Website – member’s will be allowed to promote their company and/or link directly with their own website

•  Translations – the Association will introduce member’s to reputable Turkish translation services.

•  Functions –

•  formal functiosn to meet visiting Dignitaries and Government Officials

•  informal member ‘networking’ functions providing an opportunity to discuss ‘one on one’ experiences.

(d) Trade Information – overseas requests for product or services will be posted on the Association’s website or forwarded directly to member’s if a product or service is specified.

5. MEMBERSHIP RULES

A person is qualified to be a member of the A.T.B.C. Inc if but only If the person

Is of Turkish Extraction

(I) has been nominated for membership of the association as provided by rule 4: and

(II) has been approved for membership of the association by the committee of the

Association.

The A.T.B.C. Inc. membership shall consist of members divided into the following categories:

•  Ordinary members

•  Associated members

•  Honorary members

•  Life members

•  Ordinary membership of the Association shall be open to persons of Turkish extraction and their children over the age of eighteen years. Only Ordinary members shall hold office, convene meetings, form a quorum and vote at any meeting. They pay the registration fee and an annual membership fee as determined at the Annual General Meeting.

•  Associate membership of the Association shall be open to those persons who have been or hereafter shall be elected as associate members. They pay the entrance fee and one third of the annul subscription of an ordinary member.

•  Honorary members shall be the person nominate and accepted by the Management Committee. They do not pay any fees.

•  Any ordinary member who pays 10 years of membership in advance can become a member for life.

(1) A natural person who is nominated and approved for membership as provided in these Rules is eligible to be a member of the Association on payment of the entrance fee and annual subscription payable under these Rules.

(2) A person who is not a member of the Association at the time of the incorporation of the Association (or who was a member at that time but has ceased to be a member) shall not be admitted to membership.

•  unless nominated as provided in sub-clause (3): and,

•  the admission as a member is approved by the Committee.

(3) A nomination of a person for membership of the Association-

•  shall be made in writing in the form set out in appendix 1: and

•  shall be lodged with the secretary of the Association.

(4) As soon as is practicable after the receipt of a nomination the Secretary shall refer the application to the Committee.

(5) Upon a nomination being referred to the Committee the committee shall determine whether to approve or to reject the nomination.

(6) Upon a nomination being approved by the Committee the Secretary shall with as little delay as possible notify the nominee in writing of the approval for membership of the Association and request payment within the period of 28days after receipt of the notification for the sum payable under these rules as the entrance and the first year’s annual subscription.

(7) The Secretary shall, upon payment of the amounts referred to in sub-clause (6) within the period referred to in that sub-clause enter the nominee’s name in the register of members and upon the name being so entered the nominee becomes a member of the Association.

(8) A right, privilege, or obligation of a person by reason of membership of the Association.

•  is not capable of being transferred or transmitted to another person: an

•  terminates upon the cessation of membership whether by death or resignation or otherwise.

ENTRANCE FEE AND ANNUAL SUBSCRIPTION

(1) The entrance fee is $100 for both ordinary and associate membership.

(2) The annual subscription is $100 and is payable in advance on or before I July in year.

(3) The entrance fee or the annual subscription rate can only be altered at the Annual General Meeting or at a special general meeting.

REGISTER OF MEMBERS

The secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of each member and the register shall be available for inspection and copying by members upon written request.

RESIGNATION OF A MEMBER

•  A member of the Association who has paid all moneys due and payable by the member to the Association may resign from the Association by first giving one months notice in writing to the Secretary of his or her intention to resign and upon the expiration of that period of notice the member ceases to be a member.

•  Upon the expiration of a notice given under sub-clause (1), the Secretary shall make in the register of members an entry recording the date on which the member by whom the notice was given, ceased to be a member.

•  Paid membership fee shall not be refundable to those members wishing to cease their membership.

DISCIPLINING OF A MEMBER

•  Where the Committee is of the opinion that a member of the Association-

•  has persistently refused or neglected to comply with these Rules: or

•  has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.

the committee may by a majority vote

•  expel a member from the Association:

•  suspend his/her membership of the Association for a specified period, or

•  ask the member to pay any damage inflicted on the Association.

•  A resolution of the committee under sub-clause (1) does not take effect unless the Committee

•  at a meeting held not earlier than 14 and no later than 28 days after the service on the member of a notice under sub-clause (3) confirms the resolution in accordance with this clause: and

•  where the member exercises a right of appeal to the Association under this clause, does not take effect unless the Association confirms the resolution in accordance with this clause

Notification of Committee’s decision to a member

•  If the Committee passes a resolution under sub-clause (1) the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing.

•  setting out the resolution of the Committee and the grounds on which it is based:

•  stating that the member may address the Committee at a meeting to be held not earlier than 14 and not later than 28 days after service of the notice:

•  stating the date, place and time of that meeting:

•  informing the member that he or she may do one or more at the following:

•  Attend that meeting:

•  Give to the Committee before the date of that meeting a written statement seeking

the revocation of the resolution: and

•  Not later than 24 hours before the date of the meeting lodge with the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.

•  At a meeting of the Committee held in accordance with sub-clause (2), the Committee-

•  shall give to the member an opportunity to be heard:

•  shall give due consideration to any written statement submitted by the member: and

•  shall by resolution determine whether to confirm or to revoke the resolution.

(5) If the Secretary receives a notice under sub-clause(3), he or she shall notify the Committee and the Committee shall convene a general meeting of the Association to be held within twenty-one days after the date on which the Secretary received the notice.

(6) At a general meeting of the Association convened under sub-clause (5)(b) the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution:

(a) the member shall be given an opportunity to be heard: and

(b) the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.

•  If at the general meeting

•  the majority of members vote in person or by proxy in favour of the confirmation of the resolution, the resolution is confirmed:

and

•  in any other case, the resolution is revoked

6. MEETINGS

A - ANNUAL GENERAL MEETING

•  The Association shall in each calendar year convene an annual general meeting of its members.

•  The annual general meeting shall be held on such day as the Committee determines.

•  The annual general meeting shall be specified as such in the notice convening it.

•  The ordinary business of the annual general meeting shall be –

•  to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting:

•  to receive from the Committee reports upon the transactions and activities of the Association during the last preceding financial year:

•  to elect officers of the Association and the ordinary members of the Committee: and

•  to receive and consider the statement submitted by the Association in accordance with section 30 (3) of the Act.

•  The annual general meeting may transact special business of which notice is given in accordance with these Rules.

•  The annual general meeting shall be in addition to any other general meetings that may be held in the same year.

B – SPECIAL GENERAL MEETING

•  All general meetings other than the annual general meeting shall be called special general meetings.

•  (1) The Committee may, whenever it thinks fit, convene a special general meeting of the Association and, where, but for this sub-clause, more than fifteen months would elapse between annual general meetings, shall convene a special general meeting before the expiration of that period.

(2)The Committee shall, on the requisition in writing of members representing not less than 25 per cent of the total number of members, convene a special general meeting of the Association.

(3)The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.

(4) If the Committee does not cause a special general meeting to be held within the month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months after that date.

•  A special general meeting convened by members in pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and, all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.

C – NOTICE OF MEETING

•  (1) The Secretary of the Association shall, at least 14 days before the date fixed for holding a general meeting of the Association, cause to be sent to each member of the Association at the address appearing in the register of members. The association may also by way of radio announcement and / or advertisement in a Turkish language newspaper announce date and time of the meeting and the nature of the business to be transacted at the meeting.

•  No business other than that set out in the notice convening the meeting shall be transacted at the meeting.

•  A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice.

PROCEEDINGS AT MEETINGS

(10)(1) All business transacted at a special general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in the Rules as being the ordinary business of the annual general meeting shall be deemed to be special business.

•  No item of business shall be transacted at a general meeting unless a quorum of members entitled under these Rules to vote is present during the time when the meeting is considering that item.

•  25% of members personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

•  If within half an hour after the appointed time for the commencement of a general meeting, is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairperson on the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than the double of the Management Committee) shall be a quorum.

(11) (1) The President, or in the Presidents absence, the Vice-President, shall preside as Chairperson at each general meeting of Association.

(2)If the President and the Vice-President are absent from a general meeting, the members present shall elect one of their number to preside as Chairperson at the meeting.

(12) (1) The Chairperson of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

•  Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.

•  Except as provided in sub-clause (1) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

(13) A question arising at a general meeting of the Association shall be determined on a show of hands and unless, before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute Book of the Association is evidence at the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

(14)(1) Upon any question arising at a general meeting of the Association, a member has one vote only.

•  All votes shall be given personally or by proxy.

•  In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise, a second or casting vote.

(15)(1) If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at the meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

(2) A poll that is demanded on the election of a Chairperson or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any question shall be taken at such time before the close of the meeting as the Chairperson may direct.

(16) A member is not entitled to vote at any general meeting unless all moneys due and payable by the member to the Association have been paid at least one calendar month before the meeting. In case of new members, the requirement is that the person should have been a member of the Association at least two months prior to the AGM.

(17) (1) Each member is entitled to appoint another member as a proxy by notice given to the Secretary no later than 48 hours before the time of the meeting in respect of which the proxy is appointed.

(2) the notice appointing the proxy shall be in the form set out in Appendix 2.

7. COMMITTEES

A – COMMITTEE OF MANGEMENT

(1) The affairs of the Association shall be managed by the committee of Management constituted as provide in rule 22.

(2) The Committee:

(a) may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association: and

(b) subject to these Rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association

(c) has the power to buy and sell property for the Association, provided the selling and buying of property is decided at a special general meeting of the Association. Authority to buy and sell property for the Association requires at least the two third majority decision of the members eligible to vote.

(d) may appoint from amongst the members of the Association or call for volunteers to establish sub-committees or task groups to support special projects and / or activities.

(3) (1) The officers of the Association shall be

(2)The provisions of Rule 23 so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (1).

(3) Each officer of the Association shall hold office until the annual general meeting next after the date of his or her election but is eligible for re-election.

(4)In the event of a casual vacancy in any office referred to in sub-clause (1) the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of the appointment.

•  (1) Subject to section 23 of the Act, the committee shall consist of –

(a) the officers of the Association: and

(b) three ordinary members

each of whom shall be elected at the annual general meeting of the Association in each year.

(2) Each ordinary member of the Committee shall, subject to these Rules, hold office until the annual general meeting next after the date of election but is eligible for re-election.

(3)In the event of a casual vacancy occurring in the office of an ordinary member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting next following date of the appointment

ELECTION OF OFFICERS AND VACANCY

•  (1) Nominations of candidates for election as officers of the Association or as

ordinary members of the Committee.

•  Only ordinary members with at least two consecutive years of membership and who has no arrears in membership are eligible for nomination.

•  Nominations shall be made in writing on the form of nomination, signed by two members of the Association and accompanied by the written consent of the candidate.

•  Nominations shall be delivered to the Secretary of the Association not less than seven days before the date fixed for the holding of the annual general meeting.

•  A nomination of a candidate who currently holds a position in another association with similar objectives is not valid unless the nominee informs the Association in writing of his / her intention to resign (within one calendar month) from the office he / she holds in the other organisation following his / her election.

(2) If insufficient nominations are received to fill vacancies on the Committee the

candidates nominated shall be deemed to be elected and further nominations

shall be received at the annual general meeting to fill the remaining positions

vacant.

(3) If the number of nominations received is equal to the number of vacancies to be

filled the persons nominated shall be deemed to be elected.

•  If the number of nominations exceeds the number of vacancies to be filled the ballot shall be held.

•  The ballot for the election of officers and ordinary members of the Committee shall be conducted at the annual general meeting on ballot papers provided.

•  A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for another office for election at the same election.

•  For the purposes of these Rules the office of an officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member

•  ceases to be a member of the Association

•  becomes an insolvent under administration within the meaning of the Act

•  resigns from office by notice in writing given to the Secretary.

•  Is expelled by a resolution of the Committee

PROCEEDINGS OF COMMITTEE

•  (1) The Committee shall meet at least twice a month at such place and such times as the Committee may determine.

(2) Special meetings of the Committee may be convened by the President or by any one of the four officers of the Committee.

(3) Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.

(4) Any five members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

(5) No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

(6) At meetings of the Committee

•  the President or in his absence the Vice-President preside the meetings.

•  If the President and the Vice-President are absent such one of the remaining members of the Committee as may be chosen by the members present shall preside.

•  Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee shall be determined on a show of hands, or if demanded by a member by a poll taken in such manner as the person presiding at the meeting may determine.

•  Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote and in the event of an equality of votes on any question the person presiding may exercise a second or casting vote.

•  Notice of each committee meeting shall be served on each member of the Committee verbally (inc telephone) or by delivering a written notice to the member

At a reasonable time being at least two business days before the date of the meeting.

(10) Subject to the requirement in sub-clause (4) the Committee may act notwithstanding any vacancy on the Committee.

SECRETARY

(8) The Secretary of the Association shall keep minutes of the resolutions and proceedings of each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present. Minutes shall be signed by the Chairperson of the meeting and witnessed by two members of the Committee present at the meeting.

TREASURER

(9) The Treasurer of the Association

•  shall collect and receive all moneys due to the Association and make all payments authorised by the Association; and

•  Shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.

REMOVAL OF MEMBER OF COMMITTEE

(10) (1) The Association in general meeting may by resolution, or by Committee decision remove any member of the Committee before the expiration of the member’s term of office and appoint another member in his or her stead to hold office until the expiration of the term of the first-mentioned member.

(2) Where the member to whom a proposed resolution referred to in sub-clause (1) makes representations in writing to the Secretary or President of the Associations (not exceeding two pages) and requests that they be notified to the members of the Association, the Secretary or the President may send a copy of the representations to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.

CHEQUES

(11) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members (the treasurer jointly with the president or secretary) of the Committee.

SEAL

(12)(1) The Common Seal of the Association shall be kept in the custody of the Secretary.

(2) The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either of two members of the Committee or of one member of the Committee and of the Public Officer of the Association.

ALTERATION OF RULES AND STATEMENT OF PURPOSES

(13) These rules and the Statement of Purposes of the Association shall not be altered except in accordance with the Act, and with the ¾ majority vote of the members of the Association.

NOTICES

(14) (1) A notice may be served by or on behalf of the Association upon any member either personally or by post to the member at the address shown in the Register of Members.

(2) Where a document is properly addressed, prepaid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.

WINDING UP OR CANCELLATION

(15) In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association shall be disposed of in accordance with the provisions of the Act and with at least two third majority decision of the members of the Association.

CUSTODY OF RECORDS

(16)(1) Except as otherwise provided in these Rules, the Secretary shall in his or her custody or under his or her control all books, documents and securities of the Association.

(2) All accounts, books, documents and securities of the Association shall be available for inspection and copying by any member of the Association upon written request.

FUNDS

(17) The funds of the Association shall be derived from entrance fees, annual

subscriptions, donations and such sources as the Committee determines.